Earnings release
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NEWS RELEASE Penguin Solutions Announces Fourth-Quarter and Full-Year Fiscal 2026 Results 2026-10-06 Record Results Across Key Financial Metrics Re ecting AI-Driven Data Center Demand; Raising Fiscal 2027 Outlook Supported by Accelerating AI Infrastructure Business FREMONT, Calif.--(BUSINESS WIRE)-- Penguin Solutions, Inc. (“Penguin Solutions,” “Penguin,” “we,” “us,” “our,” or the “Company”) (Nasdaq: PENG), the AI Factory Platform Company, today announced nancial results for its scal fourth quarter and full year 2026 ended August 28, 2026. The Company also raised its outlook for its scal 2027 full year as compared to the preliminary view provided last quarter. Fourth Quarter Financial Highlights Record net sales of $567 million, up 68% year over year Record operating income of $69 million, up 458% year over year Record Non-GAAP operating income of $90 million, up 129% year over year Record net income of $93 million, up 888% year over year Record adjusted EBITDA of $93 million, up 115% year over year Diluted EPS of $1.29 versus $0.11 in the year-ago quarter, up 1,073% year over year Non-GAAP diluted EPS of $1.00 versus $0.43 in the year-ago quarter, up 133% year over year “Our company performance accelerated signi cantly in the second half of scal 2026 following the launch of our AI Factory Platform and increased focus on the data center market. We prioritized and aligned our AI Infrastructure and Memory businesses with strong AI-driven data center demand, increased investment in product innovation, and sharpened go-to-market execution with a focus on making neocloud and enterprise customers successful,” said Kash Shaikh, president and CEO of Penguin Solutions. 1
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“The proof is in the results. After relatively at year-over-year net sales in the rst half, growth accelerated to 48% in Q3 and 68% in Q4, driving second-half growth of 58%. As we enter scal 2027, our memory business remains strong, and our AI Infrastructure business is accelerating further. Based on this continued momentum, particularly the strength in AI Infrastructure, we are increasing our scal 2027 expectations for both net sales and non-GAAP diluted EPS beyond the preliminary growth view shared during the third-quarter earnings call, as we continue to drive strong operating leverage across the business.” Recent Business Highlights Neocloud Momentum and Customer Expansion Across AI Infrastructure Won six new AI Infrastructure data center customers in the fourth quarter, including four neocloud providers, re ecting a surge in demand from neocloud customers for our full-stack AI Factory Platform. Continued to execute our land-and-expand strategy. Across scal 2026, we added seventeen new AI Infrastructure customers, and twelve customers expanded their business with Penguin in the same period. Won a neocloud customer backed by a leading South Korean technology company that selected Penguin to design, build, deploy, and manage an NVIDIA GB300 NVL72-based platform. Won a publicly traded neocloud customer with more than $3 billion in signed, multi-year contracts to provide AI infrastructure deployment and 24x7 operations services, supported by ClusterWareAI™, our AI factory operating system software. Won a neocloud customer with $10 billion in contracted compute from a leading AI lab. The customer selected Penguin to deploy and operate a 36,000-GPU AI factory in Norway. This multi-year engagement demonstrates the scale and capabilities of our AI Factory Platform. Won another neocloud customer, Lektra, which selected our AI Factory Platform to deploy and optimize distributed AI micro data centers powered by existing carbon-free energy. We provide validated reference designs, NVIDIA-based AI compute, and expert services with ClusterWareAI and support. Key Product Innovation and Company Milestones Advanced ClusterWareAI with new self-managing agentic AI capabilities, building on the AI Factory Operations Agent introduced last quarter. ClusterWareAI now automatically detects and remediates GPU performance issues across inference environments, helping customers maintain higher uptime and reduce operational overhead as they scale AI workloads. Continued investment in new CXL memory expansion products to support strengthening bookings. Closed an oversubscribed $750 million convertible senior notes o ering due 2031, with favorable economic terms including a 0% coupon. Established a new relationship with an additional AI Infrastructure supplier to improve component availability 2
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and support growing demand. Established a new supply arrangement with a leading memory supplier to improve supply availability and support growing AI-driven memory demand in the data center. Fiscal 2026 Highlights Net sales of $1.73 billion, up 26% year over year Operating income of $166 million, up 185% year over year Record Non-GAAP operating income of $241 million, up 44% year over year Record net income of $181 million, up 611% year over year Record adjusted EBITDA of $256 million, up 37% year over year Diluted EPS of $2.60 versus $0.28 in the prior year, up 829% year over year Non-GAAP diluted EPS of $2.87 versus $1.90 in the prior year, up 51% year over year Raising Fiscal 2027 Outlook Penguin Solutions is providing an updated nancial outlook for full-year scal 2027 that exceeds the preliminary view provided during its third-quarter scal 2026 earnings call, which called for net sales and non-GAAP diluted EPS growth of approximately 30% year over year from the midpoint of the then-current scal 2026 outlook, representing scal 2027 net sales of $2.17 billion at the midpoint. Penguin Solutions now expects scal 2027 net sales of approximately $2.43 billion at the midpoint, representing growth of approximately 40%, plus or minus 10 percentage points. The Company also expects diluted EPS of $3.50 and non-GAAP diluted EPS of $4.45, representing year-over-year growth of approximately 35% and 55%, respectively. Annual Financial Results GAAP(1) Non-GAAP(2) (in thousands, except per share amounts)FY26 FY25 FY26 FY25 Net sales:Advanced Computing $ 558,789$ 648,417$ 558,789$ 648,417Integrated Memory 924,001464,249924,001464,249 Optimized LED 248,678256,128248,678256,128 Total net sales $ 1,731,468$ 1,368,794$ 1,731,468$ 1,368,794 Gross pro t $ 478,925$ 394,274$ 507,862$ 424,600Operating income 165,59658,135240,962167,652Net income attributable to Penguin Solutions180,61525,391190,182120,325Diluted earnings per share $ 2.60$ 0.28$ 2.87$ 1.90 Quarterly Financial Results 3
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GAAP(1) Non-GAAP(2) (in thousands, except per share amounts)Q4-26Q3-26Q4-25Q4-26Q3-26Q4-25 Net sales:Advanced Computing$ 154,039$ 137,583$ 138,336$ 154,039$ 137,583$ 138,336Integrated Memory 340,784275,067132,159340,784275,067132,159 Optimized LED 71,86266,06367,42771,86266,06367,427 Total net sales $ 566,685$ 478,713$ 337,922$ 566,685$ 478,713$ 337,922 Gross pro t $ 155,900$ 133,214$ 96,731$ 163,275$ 134,750$ 104,317Operating income 69,46250,86312,44889,79664,38439,170Net income attributable to Penguin Solutions93,20444,6899,43171,43852,24628,843Diluted earnings per share$ 1.29$ 0.68$ 0.11$ 1.00$ 0.84$ 0.43 (1)GAAP represents U.S. Generally Accepted Accounting Principles.(2)Non-GAAP represents GAAP excluding the impact of certain activities. Further information regarding the Company’s use of non-GAAP measures andreconciliations between GAAP and non-GAAP measures are included within this press release. Business Outlook As of October 6, 2026, Penguin Solutions is providing the following nancial outlook for scal year 2027: Outlook GAAPOutlook AdjustmentsNon-GAAPOutlook Net sales 40% YoY Growth +/-10%— 40% YoY Growth +/-10%Gross margin 27% +/- 2% 1% (A) 28% +/- 2%Operating expenses$329 million +/- $10 million($54) million(B)(C) $275 million +/- $10 millionDiluted earnings per share$3.50 +/- $0.70$0.95 (A)(B)(C)(D)(E)$4.45 +/- $0.70Diluted shares 63 million — 63 million Non-GAAP adjustments (in millions) (A) Stock-based compensation and amortization of acquisition-related intangibles included in cost of sales$ 30(B) Stock-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A46(C) Other operating adjustments 8(D) Estimated income tax e ects (17) (E) Estimated e ect of allocation of earnings to participating securities(7) $ 60 Fourth Quarter and Full-Year Fiscal 2026 Earnings Conference Call and Webcast Details Penguin Solutions will hold a conference call and webcast to discuss the fourth quarter and full-year scal 2026 results and related matters today, October 6, 2026, at 1:30 p.m. Paci c Time (4:30 p.m. Eastern Time). Interested parties may access the call by registering online at https://events.q4inc.com/attendee/198397741, at which time registrants will receive dial-in information as well as a conference ID. The live webcast will also be accessible from 4
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the Penguin Solutions investor relations website https://ir.penguinsolutions.com/investors/default.aspx on the Events page, along with the related earnings press release and slide presentation. The webcast replay will be made available on the Quarterly Results page after the call concludes. An archived version of the webcast will be available on the Penguin Solutions investor relations website for approximately one year after the webcast date. Use of Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that are not historical in nature, that are predictive or that depend upon or refer to future events or conditions. These statements may include, but are not limited to, statements concerning or regarding future events and the future nancial and operating performance of Penguin Solutions; statements regarding the extent and timing of and expectations regarding Penguin Solutions’ future net sales, sales mix, pro tability, operating leverage, and expenses; statements regarding Penguin Solutions’ business momentum and emerging leadership position; statements regarding AI-related demand, customer pipeline, bookings, backlog and the conversion of backlog to net sales, the expected scope, timing, and bene ts of customer engagements and deployments, market opportunities, industry trends and product development, roadmap, capabilities and performance; statements regarding supply arrangements and component availability; statements regarding working capital, liquidity, capital expenditures and capital structure; statements regarding projected demand for scal year 2027 and beyond; statements regarding long-term e ective tax rates; and statements regarding the business and nancial outlook for scal year 2027, including the information under “Business Outlook” above. These statements can be identi ed by the fact that they do not relate strictly to historical or current facts. Forward- looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” “could,” and other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations and are subject to a number of signi cant risks, uncertainties and other factors, many of which are outside of our control, including but not limited to: global business and economic conditions, including the impact on the nancial condition of our customers, particularly in challenging macroeconomic environments; growth and demand trends in technology industries (including trends and markets related to arti cial intelligence), our customer markets and various geographic regions; uncertainties in the geopolitical environment, including those related to global con icts, such as those in the Middle East and Ukraine, and the global e ects thereof on international relations, transport, and trade; our ability to manage our cost structure; disruptions in our operations or supply chain as a result of global pandemics, tari s, disruptions at our suppliers, or other factors; changes in trade regulations and tari s or adverse developments in international trade relations and agreements; changes in currency exchange rates; overall information technology spending, including changes in customer spending on our products and services; 5
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appropriations for government spending; the success of our strategic initiatives including the U.S. Domestication (as de ned below) and our ability to realize the anticipated bene ts thereof, our rebranding and related strategy, any existing or potential collaborations and additional investments in new products and additional capacity; acquisitions of companies or technologies and the failure to successfully integrate and operate them or customers’ negative reactions to them; failure to achieve the intended bene ts of the sale of Zilia Technologies Indústria e Comércio de Componentes Eletrônicos Ltda. (formerly SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda.) and its business; the impact of and expected timing of winding down the manufacturing and discontinuing the sale of products o ered through our Penguin Edge business; limitations on or changes in the availability of supply of materials and components; uctuations in material costs; the temporary or volatile nature of pricing trends in memory or elsewhere; deterioration in customer relationships; our dependence on a select number of customers, and the timing and volume of customer orders and renewals; the impact of customer churn rates, including discounting and churn of signi cant customers from whom we derive a signi cant percentage of our revenue; changes in customer demand and sales mix; production or manufacturing di culties; competitive factors; technological changes; di culties with, or delays in, the introduction of new products; slowing or contraction of growth in the memory market, LED market or other markets in which we participate; changes to applicable tax regimes or rates; changes to the valuation allowance for our deferred tax assets, including any potential inability to realize these assets in the future; prices for the end products of our customers; strikes or labor disputes; deterioration in or loss of relations with any of our limited number of key vendors; the inability to maintain or expand government business; potential sales of our common stock by the holder of our issued convertible preferred stock or the anticipation of such sales; and the continuing availability of borrowings under revolving lines of credit or other debt arrangements and our ability to raise capital through debt or equity nancings. These and other risks, uncertainties and factors are described in greater detail under the sections titled “Risk Factors,” “Critical Accounting Estimates,” “Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Liquidity and Capital Resources” contained in the Annual Report on Form 10-K for the scal year ended August 29, 2025, as updated by the risk factors, if any, contained in our Quarterly Reports on Form 10-Q and in our other lings with the U.S. Securities and Exchange Commission (the “SEC”). Such risks, uncertainties and factors as outlined above and in such lings could cause our actual results to be materially di erent from such forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward- looking statements. Any forward-looking statements that we make in this press release speak only as of the date of this press release. Except as required by law, we do not undertake to update the forward-looking statements contained in this press release to re ect the impact of circumstances or events that may arise after the date that the forward-looking statements were made. Statement Regarding Use of Non-GAAP Financial Measures 6
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This press release and the accompanying tables contain the following non-GAAP nancial measures: non-GAAP gross pro t, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP operating margin, non-GAAP e ective tax rate, non-GAAP net income attributable to Penguin Solutions, non-GAAP income available for distribution, non-GAAP net income available to common stockholders, non-GAAP weighted- average shares outstanding, non-GAAP diluted earnings per share and adjusted EBITDA. Penguin Solutions’ management uses these non-GAAP measures to supplement Penguin Solutions’ nancial results under GAAP. Management uses these measures to analyze its operations and make decisions as to future operational plans and believes that this supplemental non-GAAP information is useful to investors in analyzing and assessing the Company’s past and future operating performance. These non-GAAP measures exclude certain items, such as stock-based compensation expense; amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships and trademarks/trade names and backlog acquired in connection with business combinations); inventory write-o , stolen in-transit shipment, net of insurance recovery; cost of sales-related restructuring; diligence, acquisition and integration expense; redomiciliation costs; restructuring charges; (gain) loss on disposition of equity investments; (gain) loss on non-marketable equity investments; impairment of goodwill; (gains) losses from changes in foreign currency exchange rates; amortization of debt issuance costs; (gain) loss on extinguishment or prepayment of debt; inducement expense associated with conversions of the 2029 and 2030 Notes; other infrequent or unusual items and related tax e ects and other tax adjustments. While amortization of acquisition-related intangible assets is excluded, the revenues from acquired companies are re ected in the Company’s non-GAAP measures and these intangible assets contribute to revenue generation. Management believes the presentation of operating results that exclude certain items provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of operating results across reporting periods. Management also uses adjusted EBITDA, which represents GAAP net income (loss), adjusted for net interest expense; income tax provision (bene t); depreciation expense and amortization of intangible assets; stock-based compensation expense; inventory write-o , stolen in- transit shipment, net of insurance recovery; cost of sales-related restructuring; diligence, acquisition and integration expense; redomiciliation costs; (gain) loss on dispositions of equity investments; (gain) loss on non- marketable equity investments; impairment of goodwill; restructuring charges; loss on extinguishment or prepayment of debt; inducement expense associated with conversions of the 2029 and 2030 Notes and other infrequent or unusual items. Our GAAP e ective tax rate can vary signi cantly from quarter to quarter based on a variety of factors, including, but not limited to, discrete items which are recorded in the period they occur, the tax e ects of certain items of income or expense, signi cant changes in our geographic earnings mix or changes to our strategy or business operations. We are unable to predict the timing and amounts of these items, which could signi cantly impact our GAAP e ective tax rate, and therefore we are unable to reconcile our forward-looking non-GAAP e ective tax rate 7
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measure to our GAAP e ective tax rate. Non-GAAP nancial measures should not be considered as a substitute for, or superior to, measures of nancial performance prepared in accordance with GAAP, as they exclude important information about Penguin Solutions’ nancial results, as noted above. The presentation of these adjusted amounts varies from amounts presented in accordance with GAAP and therefore may not be comparable to amounts reported by other companies. In addition, adjusted EBITDA does not purport to represent cash ow provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity. Investors are encouraged to review the “Reconciliation of GAAP to Non-GAAP Measures” tables below. Explanatory Note On June 30, 2025, we completed the redomiciliation of the parent company of our corporate group, Penguin Solutions (Cayman), Inc. (formerly known as Penguin Solutions, Inc.), a Cayman Islands exempted company (“Penguin Solutions Cayman”), from the Cayman Islands to the State of Delaware in the United States, resulting in Penguin Solutions, Inc., a Delaware corporation (“Penguin Solutions Delaware”), becoming our publicly traded parent company (the “U.S. Domestication”). Penguin Solutions Delaware is the successor issuer to Penguin Solutions Cayman. The U.S. Domestication was approved by the shareholders of Penguin Solutions Cayman and e ected via a court-sanctioned scheme of arrangement under Cayman Islands law, pursuant to which each ordinary share of Penguin Solutions Cayman was exchanged for one share of common stock of Penguin Solutions Delaware, and each convertible preferred share of Penguin Solutions Cayman was exchanged for one share of convertible preferred stock of Penguin Solutions Delaware. Additional information about the U.S. Domestication was included in Penguin Solutions Cayman’s de nitive proxy statement on Schedule 14A, led with the SEC on May 2, 2025. As used in this press release, unless stated otherwise or the context requires otherwise, the terms “Penguin Solutions,” “Company,” “we,” “our,” “us” or similar terms (i) for periods prior to the consummation of the U.S. Domestication, refer to Penguin Solutions Cayman and its consolidated subsidiaries and (ii) for periods at or after the consummation of the U.S. Domestication, refer to Penguin Solutions Delaware and its consolidated subsidiaries. Throughout this press release, we refer to our equity securities (i) for periods prior to the consummation of the U.S. Domestication, as ordinary shares and/or convertible preferred shares and (ii) for periods at or after the consummation of the U.S. Domestication, as shares of common stock and/or shares of convertible preferred stock. About Penguin Solutions Penguin Solutions is the AI Factory Platform Company. We design, build, and manage next-generation data centers 8
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for enterprises, sovereign AI initiatives, and neocloud providers. With deep design expertise at the intersection of data center AI infrastructure and memory solutions, our Full-Stack AI Factory Platform combines di erentiated infrastructure software, advanced memory, compute systems, end-to- end services, and industry-leading partner technologies to help customers accelerate deployment, optimize token economics, and maximize the return on their AI investments. Learn more at PenguinSolutions.com. Penguin Solutions, Inc.Consolidated Statements of Operations (In thousands, except per share amounts)(Unaudited) Three Months EndedYear Ended August 28, 2026 May 29, 2026August 29, 2025August 28, 2026August 29, 2025 Net sales:Advanced Computing$ 154,039$ 137,583$ 138,336$ 558,789$ 648,417Integrated Memory340,784275,067132,159924,001 464,249 Optimized LED 71,862 66,063 67,427 248,678 256,128 Total net sales 566,685478,713337,9221,731,4681,368,794 Cost of sales 410,785345,499241,1911,252,543974,520 Gross pro t 155,900133,21496,731 478,925 394,274 Operating expenses:Research and development22,024 21,984 19,861 81,677 79,801Selling, general and administrative59,927 59,404 58,602 220,412 238,177Impairment of goodwill— — 4,690 — 16,063 Other operating expense4,487 963 1,130 11,240 2,098 Total operating expenses86,438 82,351 84,283 313,329 336,139 Operating income 69,462 50,863 12,448 165,596 58,135 Non-operating (income) expense:Interest (income) expense, net(980) 650 153 438 7,305 Other non-operating (income) expense33,028 (3,485) 2,941 13,235 1,929 Total non-operating (income) expense32,048 (2,835) 3,094 13,673 9,234 Income before taxes 37,414 53,698 9,354 151,923 48,901 Income tax (bene t) provision(57,595) 7,515 (1,196) (33,865) 20,066 Net income 95,009 46,183 10,550 185,788 28,835Net income attributable to noncontrollinginterest 1,805 1,494 1,119 5,173 3,444 Net income attributable to Penguin Solutions93,204 44,689 9,431 180,615 25,391 Preferred stock dividends3,034 3,033 3,034 12,133 8,667 Income available for distribution90,170 41,656 6,397 168,482 16,724 Income allocated to participating securities8,903 4,448 666 17,394 1,263 Net income available to common stockholders$ 81,267$ 37,208$ 5,731$ 151,088$ 15,461 Earnings per share:Basic $ 1.46$ 0.73$ 0.11$ 2.85$ 0.29Diluted $ 1.29$ 0.68$ 0.11$ 2.60$ 0.28Common stock used in per share calculations:Basic 55,645 50,998 52,553 52,952 53,154Diluted 64,040 55,063 54,371 58,825 54,368 Penguin Solutions, Inc.R iliti fGAAPtNGAAPM 9
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Reconciliation of GAAP to Non-GAAP Measures (In thousands, except percentages)(Unaudited) Three Months EndedYear Ended August 28, 2026 May 29, 2026August 29, 2025August 28, 2026August 29, 2025 GAAP gross pro t$ 155,900$ 133,214$ 96,731$ 478,925$ 394,274Stock-based compensation expense1,463 1,411 1,324 5,782 6,136Amortization of acquisition-relatedintangibles 5,912 5,908 5,920 23,638 23,644Inventory write-o , stolen in-transitshipment, net of insurance recovery— (5,783) — — —Cost of sales-related restructuring— — 342 (483) 746 Other — — — — (200) Non-GAAP gross pro t$ 163,275$ 134,750$ 104,317$ 507,862$ 424,600 GAAP gross margin27.5% 27.8% 28.6% 27.7% 28.8% E ect of adjustments1.3% 0.3% 2.3% 1.6% 2.2% Non-GAAP gross margin28.8% 28.1% 30.9% 29.3% 31.0% GAAP operating expenses$ 86,438$ 82,351$ 84,283$ 313,329$ 336,139Stock-based compensation expense(5,157) (8,585) (6,490) (26,033) (35,040)Amortization of acquisition-relatedintangibles (1,316) (1,316) (1,885) (5,831) (11,194)Diligence, acquisition and integrationexpense (858) (1,058) (133) (1,916) (1,829)Redomiciliation costs— — (2,734) — (10,038)Impairment of goodwill— — (4,690) — (16,063)Restructuring charges(4,487) (963) (1,130) (11,240) (2,098) Other (1,141) (63) (2,074) (1,409) (2,929) Non-GAAP operating expenses$ 73,479$ 70,366$ 65,147$ 266,900$ 256,948 GAAP operating income$ 69,462$ 50,863$ 12,448$ 165,596$ 58,135Stock-based compensation expense6,620 9,996 7,814 31,815 41,176Amortization of acquisition-relatedintangibles 7,228 7,224 7,805 29,469 34,838Inventory write-o , stolen in-transitshipment, net of insurance recovery— (5,783) — — —Cost of sales-related restructuring— — 342 (483) 746Diligence, acquisition and integrationexpense 858 1,058 133 1,916 1,829Redomiciliation costs— — 2,734 — 10,038Impairment of goodwill— — 4,690 — 16,063Restructuring charges4,487 963 1,130 11,240 2,098 Other 1,141 63 2,074 1,409 2,729 Non-GAAP operating income$ 89,796$ 64,384$ 39,170$ 240,962$ 167,652 GAAP operating margin12.3% 10.6% 3.7% 9.6% 4.2% E ect of adjustments3.5% 2.8% 7.9% 4.3% 8.0% Non-GAAP operating margin15.8% 13.4% 11.6% 13.9% 12.2% Penguin Solutions, Inc.Reconciliation of GAAP to Non-GAAP Measures, Continued (In thousands, except percentages)(Unaudited) Three Months EndedYear Ended August 28, 2026 May 29, 2026August 29, 2025August 28, 2026August 29, 2025 GAAP e ective tax rate(153.9)% 14.0% (12.8)% (22.3)% 41.0% E ect of adjustments173.9% 3.3% 37.8% 42.3% (16.0)% Non-GAAP e ective tax rate20.0% 17.3% 25.0% 20.0% 25.0% GAAP net income attributable toPenguin Solutions$ 93,204$ 44,689$ 9,431$ 180,615$ 25,391Stock-based compensation expense6,620 9,996 7,814 31,815 41,176Amortization of acquisition-relatedintangibles 7,228 7,224 7,805 29,469 34,838Inventory write-o , stolen in-transitshipment, net of insurance recovery— (5,783) — — —Cost of sales-related restructuring— — 342 (483) 746Diligence, acquisition and integration858 1058 133 1916 1829 10
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expense 858 1,058 133 1,916 1,829Redomiciliation costs— — 2,734 — 10,038Loss on non-marketable equityinvestment — — — 10,000 —Impairment of goodwill— — 4,690 — 16,063Gain on disposition of equity investment(14) (3,892) — (30,942) —Restructuring charges4,487 963 1,130 11,240 2,098Amortization of debt issuance costs836 576 674 2,728 3,493Loss on extinguishment or prepaymentof debt — — 2,908 — 2,908Inducement expense associated withconversions of 2029 and 2030 Notes33,248 — — 33,248 —Foreign currency (gains) losses(263) 1,080 287 1,014 205Other 1,141 63 2,074 2,266 2,729 Income tax e ects(1) (75,907) (3,728) (11,179) (82,704) (21,189) Non-GAAP net incomeattributable to Penguin Solutions71,438 52,246 28,843 190,182120,325 Preferred stock dividends3,034 3,033 3,034 12,133 8,667 Non-GAAP income available fordistribution 68,404 49,213 25,809 178,049111,658Income allocated to participatingsecurities 6,124 5,091 2,639 17,486 8,250 Non-GAAP net income availableto common stockholders$ 62,280$ 44,122$ 23,170$ 160,563$ 103,408 Weighted-average sharesoutstanding - Diluted: GAAP weighted-average sharesoutstanding 64,040 55,063 54,371 58,825 54,368Adjustment for dilutive securities andcapped calls (2,040) (2,226) (838) (2,848) — Non-GAAP weighted-averageshares outstanding62,000 52,837 53,533 55,977 54,368 (1) The three months and year ended August 29, 2025 include ($8,249) as a one-time tax e ect of the U.S. Domestication completed in the fourthquarter of scal 2025. Penguin Solutions, Inc.Reconciliation of GAAP to Non-GAAP Measures, Continued (In thousands, except per share amounts)(Unaudited) Three Months EndedYear Ended August 28, 2026 May 29, 2026August 29, 2025August 28, 2026August 29, 2025Diluted earnings per share: GAAP diluted earnings per share$ 1.29$ 0.68$ 0.11$ 2.60$ 0.28 E ect of adjustments(0.29) 0.16 0.32 0.27 1.62 Non-GAAP diluted earnings pershare $ 1.00$ 0.84$ 0.43$ 2.87$ 1.90 Net income attributable to PenguinSolutions $ 93,204$ 44,689$ 9,431$ 180,615$ 25,391Interest (income) expense, net(980) 650 153 438 7,305Income tax (bene t) provision(57,595) 7,515 (1,196) (33,865) 20,066Depreciation expense and amortization ofintangible assets 12,299 12,307 13,206 50,176 56,216Stock-based compensation expense6,620 9,996 7,814 31,815 41,176Inventory write-o , stolen in-transitshipment, net of insurance recovery— (5,783) — — —Cost of sales-related restructuring— — 342 (483) 746Diligence, acquisition and integrationexpense 858 1,058 133 1,916 1,829Redomiciliation costs — — 2,734 — 10,038Impairment of goodwill— — 4,690 — 16,063Gain on disposition of equity investment(14) (3,892) — (30,942) —Restructuring charges4,487 963 1,130 11,240 2,098Loss on extinguishment or prepayment ofdebt — — 2,908 — 2,908Inducement expense associated withconversions of 2029 and 2030 Notes33,248 — — 33,248 —Loss on non-marketable equity investment— — — 10,000 — Other 1,141 63 2,074 2,266 2,729 Adjusted EBITDA$ 93,268$ 67,566$ 43,419$ 256,424$ 186,565 11
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Penguin Solutions, Inc.Consolidated Balance Sheets (In thousands)(Unaudited) As of August 28, 2026August 29, 2025 Assets Cash and cash equivalents $ 647,208$ 453,754Accounts receivable, net (including $683 and $— due from related party as of August 28, 2026 and August 29,2025, respectively) 796,264307,904Inventories 748,785255,182 Other current assets 56,249 47,387 Total current assets 2,248,5061,064,227Property and equipment, net 84,244 92,603Operating lease right-of-use assets 54,237 58,847Intangible assets, net 59,856 87,754Goodwill 145,895145,895Deferred tax assets 173,38999,107 Other noncurrent assets 12,007 68,767 Total assets $ 2,778,134$ 1,617,200 Liabilities, Temporary Equity and Stockholders' Equity Accounts payable and accrued expenses$ 890,476$ 318,761Current debt 53,418 19,945Deferred revenue 123,28373,893 Other current liabilities 128,77061,300 Total current liabilities 1,195,947473,899Long-term debt 735,532441,893Noncurrent operating lease liabilities 57,896 62,736 Other noncurrent liabilities 48,863 30,445 Total liabilities 2,038,2381,008,973 Temporary equity 202,710202,710Penguin Solutions stockholders’ equity:Common stock 2,215 1,883Additional paid-in capital 583,628551,712Retained earnings 215,19146,709Treasury stock (280,503) (206,076) Accumulated other comprehensive income 211 18 Total Penguin Solutions stockholders’ equity520,742394,246 Noncontrolling interest in subsidiary 16,444 11,271 Total stockholders' equity 537,186405,517 Total liabilities, temporary equity and stockholders' equity$ 2,778,134$ 1,617,200 Penguin Solutions, Inc.Consolidated Statements of Cash Flows (In thousands)(Unaudited) Three Months EndedYear Ended August 28, 2026 May 29, 2026August 29, 2025August 28, 2026August 29, 2025 Cash ows from operating activities Net income $ 95,009$ 46,183$ 10,550$ 185,788$ 28,835Adjustments to reconcile net income fromcontinuing operations to cash provided by(used for) operating activitiesDepreciation expense and amortization ofintangible assets 12,299 12,307 13,206 50,176 56,216Amortization of debt issuance costs836 576 674 2,728 3,493Stock-based compensation expense6,620 9,996 7,814 31,815 41,176Loss on impairment of non-marketableequity investment — — — 10,000 —Impairment of goodwill— — 4,690 — 16,063Gi di iti f iti t t (14) (3892) (30942) 12
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Gain on disposition of equity investment(14) (3,892) — (30,942) —Loss on extinguishment of debt— — 2,908 — 2,908Inducement expense related to theconversion of the 2029 and 2030 Notes33,248 — — 33,248 —Deferred income taxes, net(62,981) 291 (15,234) (62,660) (14,112)Other 1,443 (377) 176 1,969 (2,293)Changes in operating assets and liabilities:Accounts receivable(91,995) (333,660) (15,400) (488,360) (56,160)Inventories (250,467) (175,958) (70,834) (493,603) (101,610)Other assets (8,935) 12,708 (6,088) 964 7,653Accounts payable and accruedexpenses and other liabilities101,801357,038 (2,894) 606,963131,014 Net cash provided by (used for) operatingactivities from continuing operations(163,136) (74,788) (70,432) (151,914) 113,183Net cash used for operating activities fromdiscontinued operations— — — — (4,099) Net cash provided by (used for) operatingactivities (163,136) (74,788) (70,432) (151,914) 109,084 Penguin Solutions, Inc.Consolidated Statements of Cash Flows, Continued (In thousands)(Unaudited) Three Months EndedYear Ended August 28, 2026 May 29, 2026August 29, 2025August 28, 2026August 29, 2025Cash ows from investing activities Capital expenditures and deposits onequipment (4,272) (2,841) (2,925) (11,569) (9,012)Proceeds from disposition of equityinvestments 14 39,552 — 71,752 —Purchases of held-to-maturity investmentsecurities — — (12,939) — (59,066)Proceeds from sales and maturities ofinvestment securities — — 38,876 — 66,361 Other (761) (492) (645) (2,093) (1,660) Net cash provided by (used for) investingactivities from continuing operations(5,019) 36,219 22,367 58,090 (3,377)Net cash provided by investing activities fromdiscontinued operations— — — — 28,350 Net cash provided by (used for) investingactivities (5,019) 36,219 22,367 58,090 24,973 Cash ows from nancing activities Proceeds from issuance of convertiblepreferred stock, net of issuance costs— — — — 191,182Repayments of debt (295,454) — (300,015) (315,454) (300,015)Payments to acquire common stock(5,541) (11,752) (3,080) (74,427) (52,320)Proceeds from restricted cash advances55,000 38,000 — 93,000 —Payment of preferred stock cash dividends(3,133) (2,900) (2,760) (12,233) (7,860)Net cash paid for purchase of capped calls(49,125) — — (49,125) —Repayments of borrowings under line of credit(100,000) — — (100,000) —Proceeds from debt 750,000 — — 750,000 —Payment of debt issuance costs(14,841) — — (14,841) —Proceeds from issuance of common stock156 4,350 1,058 10,358 8,804Proceeds from borrowing under line of credit— — 100,000 — 100,000 Other — — (3,255) — (3,255) Net cash provided by (used for) nancingactivities 337,06227,698 (208,052) 287,278(63,464) Net increase (decrease) in cash, cashequivalents and restricted cash168,907(10,871) (256,117) 193,45470,593Cash, cash equivalents and restricted cash atbeginning of period 478,617489,488710,187454,070383,477 Cash, cash equivalents and restricted cash atend of period $ 647,524$ 478,617$ 454,070$ 647,524$ 454,070 Investor Contact Lana Adair Investor Relations ir@penguinsolutions.com 13
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PR Contact Lerin O’Neill Corporate Communications & Public Relations 408-832-7083 pr@penguinsolutions.com Source: Penguin Solutions, Inc. 14